Results of Scheme Meeting

At Smartpay Holdings Limited’s scheme meeting, held both in person at The Ionic Room, Sydney Masonic Centre, 66 Goulburn Street, Sydney NSW 2000 and online today (the Scheme Meeting), shareholders were asked to vote on one resolution – being the resolution to approve the scheme of arrangement with Shift4 Holdings Limited and Shift4 Payments, LLC (the Scheme).

This resolution was unanimously recommended by the directors of Smartpay Holdings Limited (Smartpay or the Company).
As required by NZX Listing Rule 6.1, all voting
was conducted by a poll.

The resolution which shareholders voted on at the Scheme Meeting (the Scheme Resolution) was:

“That the Scheme (the terms of which are described in the Scheme Booklet) be and is hereby approved.”

To proceed, the Scheme required:
• 75% or more of the votes in each interest class who were entitled to vote and who actually voted to have been voted in favour of the Scheme Resolution; and
• more than 50% of the total number of Smartpay shares on issue to have been voted in favour of the Scheme Resolution.
At the Scheme Meeting, all shareholders voted in a single interest class.

The Scheme Resolution was passed by the requisite majorities.

Please refer to the attached market announcement.

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Announcement PDF